


Omnitheories

by ScarlettEmpress



Category: Ben 10 Series
Genre: Cross-Posted on FanFiction.Net, Gen, Oh Dear, Uh..., and seeing what may have happened, in story form-ish, kind of looking at the 'never mentioned again' bits, ok these are theories, this has spiraled
Language: English
Status: In-Progress
Published: 2020-11-25
Updated: 2020-11-24
Packaged: 2021-03-10 01:35:17
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 7,649
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27705626
Author URL: https://archiveofourown.org/users/ScarlettEmpress/pseuds/ScarlettEmpress
Summary: This started off as a string of unrelated theories in story-form to tie up loose ends. And now it's become something of a story in and of itself.
Comments: 3
Kudos: 11





	1. The Ultimates

Gwen eyed her laptop in thought, frustration lightly marring her features. She paused and looked up when she heard knocking at her door.

  
“Come in Ben,” she called.

  
Her cousin cautiously stepped in, a curious look on his face. He broke off for a split second before speaking in a voice laced with confusion.

  
“How’d you know it was me?”

  
“My parents always sort of just knock and come in, Ken asks if I’m decent, and Kevin is the only one who ever asks if he can come in,” she answered. “The only other option was you.”

  
“Pretty clever. So, what’s up?”

  
“Well…” Gwen looked slightly sheepish.

  
“Gwen, you wouldn’t have called me over for nothing.”

  
“Well, to be honest, I’ve been thinking a lot about you and the Ultimatrix really.”

  
“Me and the Ultimatrix? What about?”

  
“A lot of things, I guess?”

  
“Like what?”

  
“Remember that time a few of your ultimate forms gained sentience?”

  
“How could I forget? You scared my half to death going all Anodite on them.”

  
“And you scared me when you jumped into that pit. But that’s not the point. It didn’t really bother me that their sentient now; what really bugged me is how they gained sentience.”

  
“I was a bit concerned about that… But honestly, I was more concerned about how weird Kevin was acting when he got back from Galvan Prime. …How long have you been thinking about this again?”

  
“Two months.”

  
“So, what’ve you got?”

  
She turned her laptop to face him and he raised his brow at the collection of notes.

  
“You really went to town on this one, didn’t you?”

  
“Yeah. What I was thinking was; you probably don’t remember this, but when Dr. Borges was questioning you and Ultimate Humongasaur, he mentioned that his mother tried to eat him before he hatched.”

  
“Yikes, no wonder he was so aggressive,” Ben looked extremely disturbed at the revelation and tried to not think of the implications of it.

  
“Probably, but that’s not my point. How could an ‘empty shell’ that just learned how to… Well, be, remember something it never suffered?”

  
“That is pretty strange... So, I take it you have a few ideas on how that could be possible?”

  
“Just one.”

  
“Alright then, let’s hear it.”

  
“Okay, Azmuth said that the Ultimates were just empty shells for your mind to inhabit, right?”

  
“Right.”

  
“The way I see it, that’s only the case for the un-evolved, or ‘original forms’.”

  
“Hmm… And how would that work?”

  
“The original Omnitrix was intended to replace your DNA with alien DNA, essentially turning you into an alien, right?”

  
“Right.”

  
“And the Ultimatrix does that plus evolving that DNA, right?”

  
“Right…”

  
“Good. So, the way I see it, the Ultimatrix glitched at some point when it evolved those aliens.”

  
“And the glitch is what caused the Ultimates to gain sentience, right?”

  
“Something like that.”

  
“I’m sorry, how would that work again?”

  
“To be honest I can’t be sure, but my theory is that since Ultimatrix uses some kind of artificial evolution; and it — for lack of better wording — tampers with the original DNA sample in order to do it.”

  
“I guess that make sense, but like you said, Azmuth said that the aliens in Ultimatrix were empty shells for a mind to inhabit.”

  
“I know what he said, but I doubt we should take that at face value.”

  
“Ya’know, you’re probably right. I thought it sounded a little ‘dumbed-down’ anyway.”

  
“And therefore not entirely accurate.”

  
“You’re probably right.”

  
“The way I see it, the glitch in the Ultimatrix that caused the Ultimates to gain sentience was that it failed to graft out the specific helices that made up those specific aliens.”

  
“…Could you please put that in layman’s terms?”

  
“How about this? When you meet a new alien species, what do you do?”

  
“I scan their DNA.”

  
“Then what happened to that scan?”

  
“It’s added to the Codon Stream?”

  
“Exactly, but what you forget is that DNA is also specific to the individual.”

  
Ben now looked somewhere between completely lost, and absolutely lost. Gwen just gave her cousin a look of disbelief. He at least had the decency to flush pink.

  
“Did you pay any attention in biology class?”

  
“Sorta?”

  
“ _Anyway_ … The DNA samples —your aliens — are basically genetic clones of the donors.”

  
“That would explain Chromastone and Sugilite.”

  
“Please don’t interrupt me.”

  
“Sorry.”

  
“Now, if your aliens are genetic clones of the original person, what the Utimatrix does is evolve that specific person.”

  
“I follow you.”

  
“So, the glitch that caused the Ultimates was a fault in non-essential helix grafting.”

  
“…Aaand, now you’ve lost me.”

  
“Alright, crash-course Biology class. Part of what makes you is fifty percent of what makes up your mom, and fifty percent what makes up your dad; plus the way those parts are combined.”

  
“Okay.”

  
“When I say helix grafting, I mean that the Ultimatrix removes that parts of your DNA that make you human, not the parts that make you Ben Tennyson. So, when you transform into say… Swampfire, instead of you becoming that specific Methanosian you become Swampfire.”

  
“I think I get it. Basically, I’m still my parents’ kid, just a different species.”

  
“Correct.”

  
“Cool. So that means if at one point the ‘helix grafting’ failed; then the Ultimatrix created an active clone instead of just a base transformation, right?”

  
“Uh-huh. And that would explain the Ultimates’s memories. They weren’t falsely developed; those were the memories of the originals in an evolved form.”

  
“You really think that’s what happened?”

  
“It’s the only explanation I can come up with.”

  
“Just then, Gwen’s cell phone rang. She answered quickly with a content smile on her face.

  
“Hey Kevin… Yeah, why? — What! Alright, hurry up… Don’t worry, he’s already here with me. Say ‘hi’ Ben.”

  
Gwen held up the device and Ben smirked with a wicked gleam in his eye.

  
“Hey, Kev-in,” Ben drawled, pitching his voice in an attempt to sound like a love-sick puppy.

  
Gwen glared at the obvious and over-exaggerated impersonation and snatched the phone back.

  
“Ignore that. See you soon.”

  
And with that she hung up. She glared at her cousin even as he donned a more serious air.

  
“What’s up?”

  
“Kevin thinks he found one of Albedo’s hideouts.”

  
“Is that so? You know… I’m gonna chalk that whole ‘glitch’ thing up to his shoddy workmanship.”


	2. Kevin

**Summary for the Chapter:**

> After a battle with Albedo, the team heads home.

The car cruised on the silent street; its driver and occupants sitting in fatigued silence. The red-head of the bunch lightly dozed then woke with a sudden start.

“It’s alright if you fall asleep Gwen,” Ben soothed quietly.

With that said, the young woman dropped like a stone and slept. The two boys stifled their chuckling at her actions. The ride back to Gwen’s house was silent. When they pulled up, Kevin parked the car as gently as he could.

“Go knock on the door, would ya’?” he asked.

Ben nodded and got out of the car. He rushed to the front door and knocked. Thankfully, his aunt and uncle were still awake.

“Ben?”

“Hi Aunt Lili.”

“Ben honey, where’s Gwen?”

“Kevin’s getting her outta the car; she fell asleep and we didn’t want to wake her up,” he explained.

“I see…”

Ben refrained from saying anything else. Natalie Tennyson didn’t particularly _like_ Kevin. He had enough of a bad reputation that she did not approve of him dating her daughter and only put up with him for her nephew’s sake. Fortunately, she was subtle in her distain so Ben never said anything. He knew there was more to Kevin than she would care to find out.

He knew what it was like to have a reputation.

The osmosian came up the front door with Gwen carefully cradled in his arms. Ben looked at his aunt again, hoping Kevin wouldn’t notice the twitch of her mouth.

“Good evening Mrs. Tennyson.”

Natalie said nothing but took one look at her daughter in his arms and turned to her husband.

“Frank dear, come and take Gwen upstairs.”

Frank moved to get up but Ben quickly stopped him.

“No, wait. I don’t think that’s a good idea. Uncle Frank, you might throw your back out again. Don’t worry, Kevin and I will take her upstairs. C’mon.”

Kevin dutifully followed at his best friend’s insistence. They travelled up the stairs, painfully aware of Natalie’s eyes on them. Ben opened the door and Kevin followed. Gwen’s room was relatively clean, but her bed was strangely a mess, full of notebook, loose-leaf, and pencils.

“Oh, I forgot about all this,” Ben said.

“What were you two doing?” Kevin asked quietly.

“Gwen just wanted to show me something, I’m sure she’ll tell you about it later.”

Ben quickly packed up the stationary supplies and suddenly paused upon fining some sort of complex mathematic equation.

“I really wonder how she does this,” he wondered aloud, shaking his head.

“How she does what?” Kevin asked, gently laying his girlfriend on her bed.

Ben said nothing but showed Kevin the page. The osmosian took one look at the paper and frowned.

“She forgot to divide the last monomial.”

Ben broke off from removing the laptop from the bed and just stared.

“How the heck do you even _know_ that?” he hissed, looking at the paper for himself.

Keven carefully removed Gwen from his person and took the notepaper for himself. He took a pencil and began re-working the equation underneath the original. When he finished scribbling on the page, the new sum didn’t look that much different to Ben, but Kevin looked quite satisfied with his handiwork.

“Now it’s correct.”

“Ya’know, sometimes I forget just how smart you are.” Ben said.

“I’m not that smart,” Kevin mumbled.

“Dude, you just solved some kind of AP Calculus Honors math question.”

“That was an astrophysical equation,” Kevin corrected plainly.

“That’s even worse!”

The two froze and turned their heads at the sound of Gwen stirring. The older boy glared at the younger and Ben put his hands up in surrender.

“We’d better leave before she wakes up,” Ben whispered.

“Ya’think?” Kevin hissed back.

The two left the room and shuffled their way back downstairs.

“Bye Aunt Lili, bye Uncle Frank,” Ben saluted cheerily on his way out.

“Good-night Mr. and Mrs. Tennyson,” Kevin said politely.

“Good-night boys,” Frank said. “Tell my brother I said ‘Hi’ Ben.”

“Will do!”

As soon as they were out the door, Natalie locked it and turned to her husband, her countenance clearly annoyed.

“I don’t know why you let that boy see her.”

“Natalie honey, we’ve been over this. Gwen’s been fighting hostile aliens and the like since she was ten. She’s got a good head on her shoulders, I trust her to make these decisions on her own.”

* * *

Kevin and Ben sat in silence as the older boy drove through the streets of Bellwood. Suddenly a phone started ringing, waking Ben from his dozing.

“Are you gonna get that?” Ben asked.

“Gimmie a second, I gotta pull over.”

He pulled over while answering the phone. Ben couldn't help but eavesdrop.

“Hey ma’,” Kevin answered, stepping out of the car.

“Yes, I know it’s late; but I told you I’d be working with Ben and Gwen… Yes I did, but I still have to take Ben home… Yeah, okay, just give me a few minutes.”

He got back in the car and out his phone away. He looked over to Ben with a sheepishness gracing his features.

“You wouldn’t mind if I made a stop by my house real quick, would’ya?”

“I’m not complaining.”

Kevin got back on the road and proceeded to change directions. Ben didn’t fail to notice the sudden breaking of traffic laws as he sped through the streets. When they got up to his house, Kevin pulled into the driveway and jumped out the car faster than Ben had ever seen him move.

“Wait there!” Kevin called as he rushed up to the front door.

Ben watched as Mrs. Levin opened the front door and Kevin stopped to talk to her. They went back and forth for a little while, Kevin looking more apologetic than anything else. After a minute or so Kevin walked back to the car.

“Alright, sorry about that. Just got grounded.”

“Lemme guess, you forgot to call before breaking curfew.”

“Yup.”

“How long?”

“A week. Curfew’s been shortened. Gotta be in by nine.”

“Well, can you get me home before I get grounded too?”

Kevin threw Ben a playful glare before turning to back out of the driveway.

“Just for that, I’ll drive extra slow.”

“Oh, you know what slow means?”

“Funny, Tennyson.”

**Notes for the Chapter:**

> In case you didn’t get it, the ideas are: 1) Gwen’s mother Natalie doesn’t like Kevin, 2) Kevin is much smarter than he seems, and 3) Ben and Kevin are best friends. The show didn’t make that last one too obvious, I thought I’d correct it.
> 
> Please review, it really helps a lot.


	3. Necrofriggian (Parte I)

**Summary for the Chapter:**

> A nice hang out day goes sour.

> “Ugh! What is that?”

> “Um, a smoothie?”

> “I meant what kind?”

> “Cucumber-melon-siracha-garlic-and-marshmallow.”

Kevin made an exaggerated sigh as Ben got back in the car and slurped his drink. Gwen had to admit, if she gave it enough thought it sounded utterly _disgusting_. Ben had always been a bit weird... But then again he wielded an advanced piece of alien technology that allowed him to manipulate his physical form into any of nearly every sentient species in the universe; so perhaps that was a given. Either way, his taste in smoothies was always odd, but -- to be completely honest -- the flavors he'd been getting for over a year now had gone past 'outlandish' and right into 'freaking nasty' territory.

Gwen could still remember the smell of last week's nightmarish concoction. A spinach-tofu-wheatgrass-onion Piña Colada smoothie. Really, the employees of the Mr. Smoothie outlets across Bellwood deserved awards or at least some kind of recognition for putting up with Ben's orders alone. She shuddered at the idea of having to put together something like that.

> “I really don't understand how you can stomach that stuff,” Kevin said.

> “Well, you don't have to like it; you're not the one drinking it.”

> “I realize. But I'm honestly more concerned for _you_. I mean really, Cucumber-melon and siracha? Ben that is some crazy pregnancy-craving-level stuff.”

As soon as the words were out of his mouth, Gwen knew he regretted them. In the mirror she could see Ben gently put his drink in a cup holder, and deftly began to fiddle with the Omnitrix. It was as if he was deciding how best to rip Kevin a new one. And he probably was. She was about to try talking her cousin out of it when an epiphany struck her.

> “That's it!”

> “What's it, Gwen?”

Kevin was very desperately trying to avoid whatever violence Ben was already planning.

> “I think I've figured out why Ben likes all those crazy mix-and-match flavors.”

At that, Ben stopped and turned to Gwen with a perplexed stare; hand still on the Omnitrix.

> “Explain.”

> “Well remember how when you had the kids, you were eating weirdly?”

Ben gave her an annoyed look. Even two years later he was still very sensitive about the kids.

> “Yeah?”

> “So, maybe all the hormones addled your tastebuds.”

> “I... beg your pardon?”

> “I'm serious, pregnancy can permanently affect someone… maybe having the kids left you with a really weird taste in smoothies?”

Ben sat back in his seat to think about it, meanwhile Keven let out a silent sigh of relief. Thankfully, he was relieved enough not to crack any jokes lest he rouse Ben’s ire once more. Ben looked thoughtful and slowly flushed darker with every second that passed. Eventually, he turned to face his cousin, blushing cherry red up to his ears.

“But that was almost two years ago! Shouldn’t I be- I don’t know! Back to normal already?”

“Not really,” Gwen said apprehensively.

_“What do you mean ‘ **not really’?** ”_

“Like I said, pregnancy can permanently affect people. Kenny said that when he was little Mom loved grapefruit, but after she had me she couldn’t stand to look at them.”

If it was possible, Ben turned even redder. He sat back in his seat, suddenly no longer interested in his drink. Kevin and Gwen shared looks of concern before turning to look at Ben. Ben’s blushing didn’t settle and he could feel the other two staring at him. Gwen finally tried to speak up after a minute.

“Uh, Ben-”

“Just take me home.”

Kevin complied, not wanting to upset him further. The drive to Ben’s house was quiet, Gwen staring at her cousin in concern and Kevin glancing at him every spare second. Ben remained quiet, the flush never fully leaving his face. When they arrived, he left with a curt goodbye and barely refrained from slamming the door.

He left his smoothie behind.

Ben entered the house without a word, going up the stair two at a time. He kicked off his shoes, yanked off his jacket, and threw himself onto his bed. He put his pillow over his head and tried not to think about it. Not to think about that time, the fuzzy memories consuming metal; the blurry recollection of nesting; the vague sensation of egg laying; and the only moment he could remember with some clarity: when the eggs finally hatched. It was like a faint dream, though whether it was sweet dream or a nightmare he could never quite decide. He wanted; he wanted so desperately to be proud. After all, they had come from him, why shouldn’t he be?

But then why _wasn’t_ he? He should be talking the ear off anyone who would listen about them; but aside from those who had witnessed their hatching, he hadn’t told anyone and swore the others to secrecy. He hadn’t even told _Grandpa Max_ about them! And he couldn’t even hear Kevin bring them up. He couldn’t take it.

Why?

Knocking.

“Ben, honey, are you alright in there?”

“Yeah.”

“I’m coming in.”

Sandra opened the door and saw her son hiding from the world as best he could. She could tell something was wrong, he hadn’t done that since the incident with clowns when he was a small child.

“Ben, can I talk to you?”

Ben froze. He didn’t know what to do, what to say. What could he say? His parents didn’t know about the children, didn’t even know he bore the Omnitrix again until months later. How would his mother react. Ben panicked and the first thing out of his mouth was:

“Mom, what was it like having me?”

Sandra Tennyson was thrown for a loop. She had expected silence, maybe a request to leave, a confession of some of what was bothering him at best. But that particular question? She had not expect that really. Not at all, actually. Sandra slowly approached the bed and sat down, letting the question soak in before attempting to answer.

“May I ask where this is coming from?”

Ben’s only response was to squeeze the pillow down further. Sandra smiled fondly but sadly and answered.

“Having you was… the second hardest thing I’ve ever done in my life. I was terrified and excited all at once.”

“Second hardest thing? What was the first?”

“ _Is_ the first, you mean. Raising you.”

The answer caused ben to peek out from under his pillow with a wry smile, which Sandra matched with a happy one. It might be the hardest thing, but in her opinion, it was more than worth it. Then her son hit her with yet another curveball:

“Was I planned or was I an accident?”

Sandra blinked in surprise. Her son was really keeping her on her toes today, it would seem.

“Well, the short answer is accident but I think you ought to hear the long answer too.”

Ben finally removed himself from under the pillow.

“I’m listening.”

“Well, your father and I were sure we wanted children, but we just we’re sure about when. Next week? Next year? Five years from now? Tomorrow? We just didn’t know. Then I found out I was pregnant and that was that. You made the decision for us.”

Ben nodded, putting the pillow in his lap and gripping it. Ben looked away, the wall suddenly seeming very interesting.

“One more question.”

Sandra braced herself.

“Do you ever regret having me?”

Sandra couldn’t help but gape. Never in her life did she ever expect to hear those words in that order out of her son’s mouth. Yet there they were; the question in the air. For a split second, Sandra wondered what she could’ve done to prompt this. When had she ever shown her son that she didn’t love him? But she pushed her own doubts aside and put her hand on his face, coaxing him to look her in the eye.

“Not for one second.”

In that moment, an epiphany struck Ben. The tangled mess of emotions regarding his children were finally beginning to unravel and make sense. And the first thing he finally came to understand was guilt. The overwhelming sense of guilt. Guilt over the embarrassment, guilt of that singular tinge of regret over having them, guilt over feeling ashamed of them. All at once it came crashing down upon him and Ben found himself doing something he hadn’t done in years.

He cried.

Ben broke down in sobs and held fast to his mother as if for dear life. Sandra only hugged him, pet his hair, and rocked him as much as she could until he settled. She was so focused on him; she didn’t hear the sound of footsteps approaching.

“What’s going on?”

Of course, Carl heard the commotion and ran upstairs, wondering just what on Earth would upset his son so much that he was crying in his mother’s arms. He rushed to them and aided his wife in attempting to sooth Ben. After a some time, perhaps minutes or maybe an hour, Ben pulled away and spoke. He told them everything. The fears of another shift going rogue, asking Julie to watch over him, the interference of Gwen and Kevin, and the Babies. He tried his best to explain it, but at some point, the words became so garbled between his sobs that a part of him wondered if he was even speaking English anymore. When he finally finished, his parents gently coaxed him to sleep. He rested his head and dropped into sleep in moments; clearly drained. Carl and Sandra shared looks and quietly tiptoed down the stairs. Sandra started to make some green tea to try and calm down.

They had a lot to discuss.

**Notes for the Chapter:**

> So… This one may have ran away with me a little (a lot). If you can’t piece together the theory, I don’t blame you. I just started writing and didn’t stop. Basically, I wanted to tie together Ben’s absolutely wild taste in smoothies with him having the kids, since pregnancy can and does permanently affect people who conceive and give birth. And then I kinda added to why they never came up after “Save the Last Dance”.
> 
> Please leave a review and tell me if you want me to write and post the continuation of this specific theory/story and I’ll get on that.  
> Edit:  
> I first posted this last year before the new year and wished everyone a marvelous 2020. So clearly, that didn't work. Hopefully, the rest of it will be better.


	4. Necrofriggian (Parte II)

Sandra sat in the kitchen and poured herself a cup of piping hot tea as Carl brought a pen and a notepad for her to use. She frantically wrote her thoughts down as a way to calm herself. Carl poured himself a cup of tea as well and watched his wife work through her thoughts in relative silence. By the time Sandra finished, her beverage was barely the perfect temperature. She downed it in one go and turned to her husband with a raised brow.

“How are you so calm right now?”

“Sandy, honey, my mom’s an energy being from another planet, my dad was a space cop, and our son is a shape-shifting superhero. I’m used to unusual.”

“I know I should be used to it, but this takes the cake!” she hissed, not wanting to wake her child. “My baby _had babies_. Any parent would be concerned.”

“I’ll admit; this is a little bit more out there than I’m used to.”

“I would hope so.”

Carl took a sip from his cup before speaking.

“Ben said the kids he had were Necrofriggian, right?”

Sandra looked down at her notes before answering.

“Yes. He did. Fourteen of them. Oh goodness, fourteen children. That is… That’s a lot.”

“Hang on Sandy.”

Carl got up and padded up the stairs, returning with a device Sandra couldn’t recall having seen before. It looks like a tablet, but bulkier and a bit less square.

“When we found out about Ben having the watch again, I pulled this out of storage. It’s supposed to be a database from Dad’s old job.”

Carl fiddled around with it for a bit before it flickered to life. He seemed to be flipping through folders until he found the correct one. He sat next to Sandra for her to see it.

“The Big Chill?”

“Looks like it.”

Sandra and Carl absorbed themselves in the database, doing their best to commit everything the database told them to memory. They took a pause when they arrived at reproduction.

“Every eighty years? But Ben’s still a _teenager!_ How could he have them already?” Sandra asked, her voice a very harsh whisper.

Carl watched as Sandra went to her notepad again, scribbling almost furiously, doing her best to understand. He was a bit curious about it too. No matter what form he took, or how comfortable he was in it, at baseline, Ben was still completely human.

“Perhaps a human of fifteen years is the equivalent of a Necrofriggian of eighty years?”

Sandra opened her mouth and closed it again, making a low hum of dissatisfaction, but did not complain. Then she looked at the database and her notes again before she spoke.

“But if that’s true, then he’s due to have another set when he’s thirty. _Carl_. If you’re right, he’ll be doing this every fifteen years until he _can’t_ anymore! And who knows when _that_ will be!”

Carl didn’t have any idea when that was. The database covered a wide range of aliens, but there was only so much data stored in this one device. If they wanted answers, they’d have to ask questions.

But would Ben be okay with that?

Ben just had a breakdown over this, would he be ready to talk about it openly or want to keep it all in again? The last thing they wanted was to do was upset him again.

“We should probably talk to him about all of this.”

Sandra nodded, but still looked dissatisfied and went back to her notebook. Carl looked at his wife with a wry smile. Sandra was the queen of compartmentalization and he came with a lot of baggage. She put up with a lot and he couldn’t be more grateful. He leaned over and kissed her forehead. She turned to look at him.

“What was that for?”

“For being your wonderful self.”

Sandra gave him a funny look but then smiled.

“I love you.”

Carl was about to verbally return her affections when they heard footsteps. It seemed their son was awake. Carl checked the clock. He’d been asleep for almost two hours. Sandra checked to see if the electric kettle had any water left and picked up the only box of tea Ben actually liked. He padded softly into the kitchen, bleary-eyed and his hair mussed from sleep. He sat down and tried to blink the sleep out of his eyes.

“How are you feeling honey?” Sandra asked gently.

“Headache,” Ben murmured.

“Crying yourself to sleep tends to do that to you dear.”

Carl took the hint and poured Ben a cup of tea and handed it to him. The teenager held the cup with both hands and let it warm his fingers. He stared as the ginger and herbs slowly infused into the hot water, deep in thought.

“Ben, do you think you want to talk a bit more about this?”

Ben watched the infusion for a few moments before finally nodding.

“I just… I don’t know where to start.”

“Well… did you name them?” Sandra asked carefully.

Ben bowed his head slightly, his way of curling in on himself, and nodded, his cheeks flushing pink again.

“Well, I didn’t name them formally, not really. But when I started to remember things, I named them all in order.”

Sandra and Carl listened in rapt attention as their son listed off the names of their grandchildren, Sandra instinctively writing them all down in her neatest cursive. She looked over each and every name with new and unending affection, she only wished she could put their faces to the names.

“Such lovely names Ben.”

“Well, I mean, I know I give myself nicknames that are kinda silly, but _they’re my kids_.”

Ben paused and his blushed deepened as he realized what he’d said. He hadn’t openly claimed the kids as his beyond the confession of having them earlier. Now he’d said it out loud and there wasn’t going back.

After a moment, Ben realized he didn’t really want to.

For the first time since that morning, Ben smiled; a proud smile that Carl recognized. He wore that same smile when they first brought Ben home. A thought crossed his mind and he spoke.

“Ben, who else knows about the kids?”

“Other than Gwen, Kevin, and Julie? Just the three of us.”

“Not even Grandpa Max?”

Ben looked back at his cup and shook his head, clearly ashamed. Carl was surprised. Ben and Gwen had always had a special bond with their grandfather. The fact that he had kept it secret from Max of all people for so long was a testament to how well Ben had been handling it until today. That is to say, not well at all.

“Do you want to call him and maybe tell him about his great-grandbabies?”

Ben looked back at his father with slight trepidation, but nevertheless spoke again.

“Can we invite him over? I think this is news Grandpa ought to hear in person.”

Ben’s courage was rewarded with his father’s gentle smile of agreement.

* * *

Max Tennyson was worried. When his youngest son called him he was more than a little worried that something terrible had happened. But then Ben was on the phone telling him nothing was wrong, there was no emergency and he just wanted him to come over. Now please, if it was possible. And far be it from him to deny his family. So now he was in the living room of Carl and Sandra’s house and more than a little concerned. What was so important he had to come here? Was someone sick? Was there some other kind of trouble? Max had fought and bested many foes, but he knew there were some battles he couldn’t fight, no matter how much he wanted to. He sipped on the drink Sandra had kindly offered him and tried to soothe his nerves.

Sandra and Carl were on opposite sides of the living room in the matching armchairs while Max sat on the couch looking up at ben, standing in front of the television and pacing. Ben looked absolutely nerve wracked. Something was definitely up. Ben was looking everywhere but him and was absentmindedly running his thumb on the underside of the Ultimatrix; a nervous habit he had picked up when he first got the Omnitrix and never really stopped, even after he took it off for five years. Why was Ben so nervous? He knew Ben sounded a little apprehensive on the phone, but he hadn’t seemed _this_ nervous. Finally, Max spoke up, keeping his tone as even as possible.

“Ben, the suspense is killing me here, what is it that you want to tell me?”

Ben stopped pacing. He opened his mouth and then closed it again, seemingly unable to form the words. He tried again and successfully said:

“How much do you know about Necrofriggians?”

Max hadn’t been expecting that. The obvious attempt at stalling, yes. That he had expected. The specific question? No.

“Can’t say I know everything. Necrofriggians tend to be very secretive, so I can only tell you about as much as any given plumber database.”

“Alright, well… You know how I can turn into one?”

“…Yes…”

“And that they asexually reproduce every eighty years, right?”

“…Yes?”

“Well, I may have- sorta… kinda…”

“Ben, for goodness’s sake, spit it out.”

_“Ilaideggsthathatchedalmosttwoyearsago,I’msosorryIdidn’ttellyousooner.”_

Max sat back and stared, blinking in stunned silence. There were very few things left in the entire galaxy that could surprise Maxwell Tennyson, but that had certainly done it. Ben, his seventeen-year-old grandson, had _children?_ _**Necrofriggian** children_ at that?

“Well, don’t just sit there!” Ben yelled anxiously, drawing Max from his daze “Say _something!_ ”

“I’m a great-grandpa?”

“Yes?” Ben answered nervously. “Y- you’re not mad?”

“Why on Earth would I be mad?” Max asked with a hearty chuckle.

Quite to the contrary, Max was elated. He loved his family dearly and now he had even more family to love.

“Because I kept this a secret for so long?” Ben finally managed to squeak out after a long moment of silence.

Max got up and crossed the threshold. Ben was keeping his gaze just off to the side, unable to really look his grandfather in the eye. Max gently put his hand under Ben’s chin and little by little coaxed the teenager to look at him.

“Ben, I am not upset. Not even a little. I’m surprised and actually quite happy.”

“You’re… happy?”

“I know it probably seems strange that I am, but it’s not like this was something you could’ve stopped. Did you even know what was going on?”

“No… I- I was worried it was Ghostfreak all over again.”

There was something else. Something Ben wasn’t saying. He almost wanted to say it, but he was holding back.

“And then it wasn’t. So everything’s alright now, right?”

“No…” Ben squeaked.

Max hugged his grandson and Ben nuzzled into his grandfather’s chest, the weight of unspoken emotion exhausting him. From the corner of his eyes, Max noticed Sandra and Carl both instinctively reached as if to sooth him, but then pulled back to let them have the moment. After a little time, Sandra left and Carl followed, leaving the two alone. Ben pulled back and for the second time that day, he explained in full— this time with a much clearer head. With slow, careful words, he told his grandfather everything. Max listened with rapt attention and watched as Ben’s eyes filled with a mixture of darkness and light. Light, when he mentioned his children, named them all one-by-one… and darkness when he spoke of himself and the immediate aftermath of their hatching. It was clear to Max that Ben was angry with himself for being embarrassed and guilty. Still, he didn’t breathe a word until Ben finished. When he did, Max hugged him again.

“I love you, kiddo, you know that?”

“I love you too Grandpa.”

Before either of them could say anything more, the doorbell rang. Sandra scurried out of the kitchen to answer it. To her surprise, it was two very familiar faces.

“Hi Aunt Sandra. May we come in?”

Without a word, Gwen trailed by a very reluctant Kevin. Gwen greeted her grandfather with a smile and a hug a before her cousin spoke up.

“What are you two doing here? Is something wrong?”

“Nothing’s wrong Ben, _Kevin_ here just has something he’s like to tell you. _Alone_ , if possible.”

From the way she said Kevin’s name and the responsive twitch in said osmosian’s mouth when she did, Ben didn’t have to think hard to figure out that Gwen wanted Kevin to apologize. Ben folded his arms and sighed.

“It’s fine Gwen. Mom, Dad and Grandpa already know.”

Kevin and Gwen blinked in mild shock, Gwen just stopping herself from gaping like a fish. Kevin seemed relieved, but still apologetic.

“O-kay…”

It was clear she hadn’t expect that. Kevin looked like he hadn’t expected it either. Ben whirled around and flopped unceremoniously onto the couch as the air grew awkward with every ticking second. Finally, a thought crossed Max’s mind as he spoke up.

“Ben, I know you’ve only just told us, but don’t you think you might have to tell Azmuth?”

Ben opened his mouth as if he wanted to say something, then closed his mouth, his lips pressing into a thin line. Max noticed Ben was thumbing the underside of the Ultimatrix again.

“ _Of course_ I have to tell Azmuth,” he finally sighed.

**Notes for the Chapter:**

> Okay! So. I cranked this out quicker than I thought I would. …And split it up again so now I guess I have to make a third part. If you guys want to see the conversation that Gwen and Kevin had prior to showing up at Ben’s house, let me know and I’ll post it in a supplementary fic. (Guess I’m making a supplementary fic now too. *shrugs*)  
> Thank you all for reading and please leave a review and let me know if you actually want me to bother with a third part.  
> Thanks again!


	5. Interlude: Verdona

**Summary for the Chapter:**

> Planning and making a trip to Galvan Prime, family discussions ensue.

After having explained to his parents that Azmuth was the Omnitrix’s creator, Sandra insisted on meeting him. Carl, not in any mind to oppose his wife and rather curious himself, agreed. Ben rolled his eyes and sighed.

“Alright, but can we please do this tomorrow? It’s been a very long day,” Ben moaned dramatically.

His parents acquiesced and Kevin suggested they ask Julie if they could borrow Ship to take them to Galvan Prime, and of course Max offered to tag along. Soon enough, to Ben’s immense relief, their guests left one-by-one until he and his parents were alone. Ben sighed and offered to wash up the dishes for his mother, and she joined him while his father straightened up the living room.

“Can you tell me more about Azmuth?”

“He’s a crotchety old Galvan scientist who threatens to take away the watch every other crisis, but he means well.”

“Galvan?”

“Right- uhhh- Grey Matter’s species.”

“Tiny, grey, looks like an upright walking frog?”

“That’s the one.”

Ben had been speaking with his hands, something he rarely did anymore and Sandra couldn’t help but smile at his actions. Ben went back to washing while Sandra dried and Sandra asked another question.

“The ones you used to change into before, I don’t see them so often. May I ask why that is?”

“The Omnitrix generally works in sets of ten. When I was a kid, I started with a Pyronite, Vulpimancer, Ectonurite, Kineceleran, Petrosapian, Lepidopterran, Tetramand, Piscciss Volann, Galvan, and Galvanic Mechamorph. Later on; I got an Arburian Pelarota, Florauna, Loboan, Opticoid, To’kustar, Splixon, Transylian, Thep Khufan, and Gourmand.”

Ben had been looking at the sink, lest he miss a knife and injure himself; but as soon as he glanced up at his mother to gauge her reaction, he could feel his heart sink a bit. His mother was blinking owlishly, clearly a bit lost.

“Uhm, you following Mom?”

“Yes honey, the names are throwing me off a bit, but I think I can figure it out.”

“You sure?”

“Yes honey.”

“Okay. So when I put the Omnitrix on again last year, it rebooted and I started out with a different set.”

“And what species were those?”

“Methanosean, Crystalsapien, Celestialsapien, Aerophibian, Biosovortian, Vaxasaurian, Cerebrocrustacean, Polymorph, Arachnichimp, and of course, Necrofriggian.”

“Cerebrocrustacean is the big orange crab, right?”

Ben looked up in surprise.

“Yeah, how’d you know?”

“The Plumbers came up with the English names, right?”

“More or less. English didn’t really exist as a language to the rest of outer space until the Plumbers, so I guess so.”

“Well, cerebral has to do with the brain and a crustacean is crab; so I just jumped from there.”

Ben paused. He learned the proper names of his transformations fairly recently, but he had never thought to wonder about the etymology. He had always figured that the correct names were translations to English, but he never figured that English might have been a late addition to the intergalactic scene. Up until now, he never imagined that the plumbers had to make up new words for beings human linguists had probably never even dreamed of in their lives.

“Huh… never thought about that.”

“Thought about what?”

Ben and Sandra glanced back at Carl before sharing a look and smiling back at him.

“Nothing,” they chorused.

Carl shook his head good-naturedly, pleased there was _some_ semblance of normalcy reestablished.

* * *

The ship was quiet; and Gwen was taking the opportunity to catch up on her homework.

Since their trip to Galvan Prime wasn’t rushed, Ben took the opportunity to show his parents the different shifts on the Ultimatrix’s holographic viewer. Sandra noted every appearance with their nicknames while Carl seemed to be cataloguing each species’ scientific name. Ben glanced up and didn’t fail to notice Grandpa Max looking at them fondly. Ben gave him a grin but couldn’t help but wonder… Had Grandpa kept being a plumber from his dad and Uncle Frank for as long as he could until Grandma went back to Anodyne? Or had they grown up knowing? He loved his family dearly, but Ben noticed that his grandpa and his father and uncle didn’t seem all that close. It made Ben puzzle…

“Alright, we’re about two hours away,” Kevin said, bringing Ben back to reality.

Gwen finished her homework and got up to talk to Kevin, meanwhile Ben moved to his grandfather’s side, he let himself lean on Grandpa Max before speaking, his voice just above a whisper.

“Grandpa, how did you tell Dad and Uncle Frank about… well, everything?”

Max gave a wry, knowing smile.

“I suppose I should have expected this,” Max said knowingly. “Well, Verdona and I hadn’t planned on having kids, but when Frank was born there wasn’t really any going back. I will never forget the look on Verdona’s face when she first told me; she didn’t quite believe it herself. She was all wide-eyed and confused.”

“She didn’t think it could happen, did she?” Ben asked.

“No, I don’t think she did,” Max said with a soft chuckle. “Verdona was excited though, once she got over her confusion. She had never thought about being a mother but she was excited to try. We kept everything a secret, didn’t want the kids to worry about me not coming home every time I left for work. Even so, the thing with being parents was that society had so many expectations for us, Verdona especially.”

“Grandma didn’t really take that too well, did she?” Ben said, trying to suppress a laugh.

“You have _no_ idea, the neighbors used to give her such stink-eyes, but Verdona would always hold her head up high,” Max said with a fond smile. “She’d climb trees with Frank in her arms and pick apples with him while someone next-door started scolding her.”

Ben smiled. That sounded like his grandma all right. He laughed a little at the idea of a younger Verdona with a toddler in her arms, in a dress on a tree branch, while some prissy busybody shouted their head off from the other side of a hedge. He looked back up at his grandpa whose smile had lessened and his eyes had a wistful, almost sad look in them.

> “Then, when Frank was a little older and Carl came around, the scrutiny wasn’t funny anymore, not for Frank at least. And with two kids to worry about, it didn’t get much easier for her. At the time, I was away on longer missions; and people talk, whether it’s the truth or not.”

Ben nodded knowingly, he was _acutely_ aware of the rumour mill nowadays. He didn’t want to know what sort of nasty things people might have said about his grandparents. Did not even want to imagine it.

“How did you deal with it?” Ben asked softly.

“I didn’t, Verdona did. She never let me know what they were saying, always kept me up to date with the boys, never once let me know something was wrong.”

Ben wryly thought that his grandma was probably where he got his tendency for ill-thought-out secrecy from.

“Then one night I came home, Frank was out for a drive and Carl was staying over at a friend’s house, and Verdona was crying.”

Ben blinked, almost not believing what he was hearing. Grandma Verdona? _Crying?_ Verdona was many things, effervescent, strong-willed, stubborn, and powerful. Even when she was grieving Grandpa Max she was nothing less than playful. Ben could not imagine her crying.

“Anodites are social creatures, just like humans. But Verdona hadn’t made many friends. Even when she tried to blend in, she couldn’t make any connections with anyone. Frank, well, I don’t think he was quite so fond to spend time with his mother then. He was busy with school, trying to manage his own social life, getting ready for college; and Carl was still a bit too young to really understand what was wrong.”

“So, what did you do?” Ben asked.

“I took fewer long-term missions, for one. I tried to encourage the boys to spend time together as a family, had a few friends of mine stop by to check on things when I would be gone longer than anticipated. It helped, a little.”

“So, how did Dad and Uncle Frank find out about you being a Plumber?”

“Work followed me home one day,” Max said gravely.

Ben’s eyes widened. Logically, he knew the story ended with everyone alive, otherwise, he and Gwen would not be there, but still. The irrational part of him worried about what had happened to his family.

> “Then attacked the house the next time I was gone. What they didn’t count on was Verdona.”

Ben visibly relaxed. His first and last fight with his grandma was not something he wanted an encore to. He could only imagine what her attackers looked like after she was through with them. A no holds barred fight with her would be devastating, especially if Dad and Uncle Frank had been in danger.

“We had to pass of the damage as an unexpected gas explosion to the neighbors, but after that we sat the boys down and told them about them everything. Frank had figured out everything else. Carl was floored.”

Ben could figure out the rest. He sat contemplatively, thinking about his how Uncle Frank had interacted with Verdona, and how Verdona had insisted on training Gwen on Anodyne with her. The more he thought about it, the more he began to understand why Verdona had been so adamant about Gwen’s training. He looked back at Max with a worried stare.

“That’s the tricky thing about being a parent. You do what you think is best and hope you made the right decision.”

Ben didn’t get a chance to say anything else as the distinct chime of a computer drew everyone’s attention.

_You are encroaching Galvan Planetary Territory. As you are demonstrably of low intelligence, I offer this warning: turn back immediately, or automatic security systems will destroy your vessel._

“OH _COME ON!_ ” Kevin wailed.

**Notes for the Chapter:**

> Alright, so this veered off ‘theory’ territory and probably landed in headcanon town. (Sorry, but this is where the story wanted to go!) I can’t imagine Verdona had it easy, suppressing her very being for the sake of appearances and the peace of mind of her family. She’s a free spirit! Carl and Frank have somewhat strained relationships with their parents, and I can only imagine their relationship with their mother had decayed after she left to reconnect with her heritage. I also wanted to make Verdona’s actions in What Are Little Girls Made Of? make a bit more sense. She mentioned that neither of her sons were anodites like her, and that probably made her feel even more alienated (no pun intended). The prospect of having someone like her in the family after so long was probably overwhelming.  
> Smaller theories would include drawing similarities between parents and children. Sandra learns the alien species by the nicknames Ben gave them, while Carl latches on to the proper English terminology. Also, that the English names probably aren’t even what the species call themselves in their own languages.  
> I’ll get to Azmuth next chapter (hopefully).  
> Please leave a review and let me know if you want me to talk/speculate about Carl and Frank’s relationships with each other and their parents, as well as Carl’s reaction to this revelation. (Because, let’s be real; there is no way everyone didn’t overhear that little conversation.)

**Author's Note:**

> Alright, I hope you enjoyed this "Theory". Some of these are going to be a lot less obvious than the first, some may veer straight into headcanon territory.


End file.
